Sec Form 13D Filing - HarbourVest International Private Equity Partners IV-Direct Fund L.P. filing for FINJAN HOLDINGS INC. (FNJN) - 2020-07-27

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Finjan Holdings, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

31788H105

(CUSIP Number)

William R. Royer

c/o HarbourVest Partners LLC

One Financial Center

Boston, Massachusetts 02111

(617) 348-3707

with copies to:

Edward Dutton

Debevoise & Plimpton LLP

919 Third Avenue

New York, New York 10022

(212) 909-6000

(Name, Address and Telephone Number of Person Authorized to Receive

Notices and Communications)

July 23, 2020

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rules 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  ☐

CUSIP No. 31788H105

CUSIP No. 31788H105

CUSIP No. 31788H105

CONTINUATION PAGES TO SCHEDULE 13D

This amendment to Schedule 13D is being filed by HarbourVest International Private Equity Partners IV-Direct Fund L.P. (the “Fund”), HIPEP IV-Direct Associates LLC (the “General Partner”) and HarbourVest Partners LLC (“HarbourVest”) (collectively, the “Reporting Persons”, and each, a “Reporting Person”) in respect of shares of common stock, par value $0.0001 per share (the “Common Stock”), of Finjan Holdings, Inc. (the “Issuer”).

The Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on June 3, 2013, and amended by Amendment No. 1 on July 8, 2020 (the “Schedule”), is hereby amended and supplemented by the Reporting Persons as set forth below in this Amendment No. 2. This amendment is filed by the Reporting Persons in accordance with Rule 13d-2 of the Securities Exchange Act of 1934, as amended, and refers only to information that has materially changed since the filing of the Schedule. The items identified below, or the particular paragraphs of such items which are identified below, are amended as set forth below. Unless otherwise indicated, all capitalized terms used and not defined herein have the respective meanings assigned to them in the Schedule.

The disclosure in Item 4 is hereby amended and supplemented as follows:

On July 23, 2020, Merger Sub accepted all shares of Common Stock tendered by the Reporting Persons pursuant to the Offer. Pursuant to the Offer, Merger Sub will pay $1.55 per share of Common Stock in cash, without interest and net of withholding taxes.

The disclosure in Item 5 is hereby amended and restated in its entirety to read as follows:

(a) and (b) The responses of each of the Reporting Persons with respect to Rows 11, 12, and 13 of the cover pages of this Schedule 13D that relate to the aggregate number and percentage of common stock (including but not limited to footnotes to such information) are incorporated herein by reference.

The responses of each of the Reporting Persons with respect to Rows 7, 8, 9, and 10 of the cover pages of this Schedule 13D that relate to the number of common stock as to which each of the persons or entities referenced in Item 2 above has sole or shared power to vote or to direct the vote of and sole or shared power to dispose of or to direct the disposition of (including but not limited to footnotes to such information) are incorporated herein by reference.

(c) Except as described in Item 4, during the past 60 days, the Reporting Persons have not effected any transactions in the Common Stock.

(d) Not applicable.

(e) On July 23, 2020, after the expiration of the Offer and the consummation of the Merger, the Reporting Persons ceased to be the beneficial owner of more than five percent of the shares of Common Stock.

The disclosure in Item 6 is hereby amended and supplemented as follows:

The Reporting Persons’ response to Item 4 is incorporated by reference into this Item 6.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: July 27, 2020